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Employer Portal
Terms Of Use

TERMS OF USE


These terms and conditions of use (the “Portal Terms”) apply to your access to and use of any materials, content or services provided through the, and such other websites and locations as may be made available from time to time (collectively, the “Portal”), owned and operated by Benefit Plan Administrators and its affiliates (“BPA”, “we”, “us”, “our”). By accessing and using the Portal, you accept and agree to be bound by these Portal Terms, and all applicable laws and regulations.

PLEASE READ THESE WEBSITE TERMS CAREFULLY, AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS, INCLUDING, BUT NOT LIMITED TO, VARIOUS LIMITATIONS, EXCLUSIONS AND INDEMNITIES.

Your use of the Portal is subject to these Portal Terms. If you are not willing to be bound by each and every term and condition, or if any representation made by you herein is not true, you may not use, and must immediately cease accessing, the Portal.

The contents of the Portal, including but not limited to any text, graphics, audio, video, images, tests, surveys, guides, reports, software, data or other materials created by BPA or obtained from BPA’s licensors contained on the Portal (collectively, the “Content”) are for informational purposes only. BPA is not a health care or medical services provider.


Eligibility


The Portal is intended to be used solely by (i) BPA clients (“Clients”), (ii) individuals who have group benefits coverage through those Clients (“Covered Individuals”), (iii) the Covered Individuals’ covered spouses (“Covered Spouses”), (iv)mature adolescent dependents of Covered Individuals and/or Covered Spouses (“Minor Dependents”) and (v) employers who will, from time to time, submit information to the Portal on behalf of Covered Individuals and their dependents (“Employers”), and any registration, use or access to the Portal by any other person, is unauthorized, unlicensed, and in violation of these Portal Terms. We may terminate your Account, delete any content or information that you have posted on or through the Portal, and/or prohibit you from using or accessing the Portal (or any portion, aspect or feature of the Portal) for any reason or no reason, at any time in its sole discretion, with or without notice, including without limitation if we have any reason to believe that you do not meet the eligibility criteria set out above. By providing access to the Portal to their Minor Dependents, Covered Individuals hereby consent on behalf of their Minor Dependents to these Portal Terms to the extent the Minor Dependent is not able to provide such consent. By accessing or using the Portal. All references to “you”, “your” or terms of similar meaning refer to Clients, Covered Individuals, Covered Spouses, Minor Dependents and Employers, as applicable. If you are submitting information in your capacity as an agent or employee of an Employer, you also acknowledge and confirm on behalf of such Employer you have the legal right and consent to do so.


Updates to Portal Terms


We reserve the right to amend these Portal Terms at any time without notice to you, but we will use reasonable efforts to publish each amendment before it becomes effective. We will ensure that the latest, fully amended version of these Portal Terms are published on the Portal. You are responsible for regularly reviewing the Portal to obtain timely notice of such amendments. If any amendment is unacceptable to you, you may terminate your agreement to these Portal Terms as set out above. If you continue to use the Portal after the effective date of each amendment, you will be conclusively deemed to have accepted such amended version of these Portal.


License to Use


Subject to these Portal Terms, we grant you permission to access the Portal as a personal, non-exclusive, non-transferable, limited license to use the Portal solely for its intended purpose provided that with respect to any materials, other information or data of any kind obtained from the Portal, you may not:

  1. modify, copy, reproduce or create derivative works of any Content, except as explicitly permitted herein;
  2. use the Content for any other purpose other than in connection with your use of the Portal;
  3. distribute or transmit the Content;
  4. publicly display, publish or perform the Content (for any purpose, commercial or non-commercial);
  5. transfer, license, sell, or in any way commercialize any Content;
  6. attempt to decompile or reverse engineer any software or database contained in or access through the Portal;
  7. remove any copyright or other proprietary notations contained in the Content or the Portal; without our prior, written consent; or
  8. in connection with your use of the Portal frame or embed of any portion of the Portal within another website or service, imply any affiliation between you and us, or you and the Portal, or portray us or the Portal in a false, misleading, derogatory or otherwise defamatory manner.

All rights not expressly granted to you are reserved by us and, if applicable, our licensors.


Privacy Statement


If you are a Covered Individual, Covered Spouse or Minor Dependent you acknowledge that you have read the Privacy Statement located on the Portal, as it may be updated from time to time (the “Privacy Statement”), and hereby consent to the collection, use and disclosure by us and our agents of your personal information (whether previously collected or to be collected) for the purposes identified therein. You also consent to our use of such personal information in accordance with applicable terms and conditions contained in these Portal Terms and such Privacy Statement, which is incorporated herein by reference and forms an integral part hereof.


Your Account


Your use of the Portal may require an account identifying you as a user (an “Account”).

In connection with your Account, you are solely responsible for (i) your Account and the maintenance, confidentiality and security of your Account and all passwords related to your Account; and (ii) any and all activities that occur under your Account, including all activities of any persons who gain access to your account, with or without your permission.

You agree to immediately notify us of (i) any unauthorized use of your Account, any service provided through your Account or any password related to your Account, or (ii) any other breach of security with respect to your Account or any service provided through it, and (iii) you agree to provide assistance to us, as requested, to stop or remedy any breach of security related to your Account.

You agree to provide true, current, accurate and complete information about yourself (or, as applicable those on whose behalf you are submitting information) as requested by us or our agents from time to time and you agree to promptly notify us of any changes to this information as required to keep such information held by us current, complete and accurate.

We may assign you, or you may create, a password and account identification to enable you to access and use certain portions of the Portal. Each time you use a password or identification, you will be deemed to be authorized to access and use the Portal in a manner consistent with these Portal Terms and we have no obligation to investigate the authorization or source of any such access or use of the Portal.


Proprietary Rights


Our Content – Except where expressly stated otherwise, all right, title and interest in and to the Portal and all Content, source code, processes, designs, technologies, URLs, domain names, marks and logos forming any part of the Portal (collectively, “Our Content”) is fully vested in us, our licensors or our suppliers and are protected by applicable copyrights, trade-marks, patents, trade secrets or other proprietary rights and laws. You agree that Our Content is licensed subject to these Portal Terms, including the disclaimers and limitations of liability herein. Nothing in your use of the Portal or these Portal Terms grants you any right, title or interest in or to Our Content except the limited right to use the Portal as set out herein.

Third Party Content – Content accessed or available through the Portal or the Internet may be owned by parties other than you or us (collectively, “Third Party Content”) and may be protected by applicable copyrights, trademarks, patents, trade secrets or other proprietary rights and laws. Nothing in your use of the Portal or these Portal Terms grants you any right, title or interest in or to this Third Party Content except for the limited right to use the Portal as set out herein.

Responsibility for Content – You acknowledge and agree that you are exclusively responsible for determining the accuracy, suitability, harmfulness or legality of any content, information or material received, transmitted or sent by you using the Portal.

Public Transmission and Caching – You acknowledge and agree that the technical processing and transmission of the Portal, including Content, may involve transmissions over various networks and changes to conform and adapt to technical requirements of connecting networks or devices, and that such Content may be subject to “caching” or other technical processing or transmission policies and procedures by us or at intermediate locations on the Internet.

Feedback – All right, title and interest in and to comments, ideas, suggestions and impressions of the Portal and our products given by you to us (collectively, the “Feedback”) is and shall be deemed to be our property and, by submitting Feedback to us, you agree that you thereby assign to us all right, title and interest to such Feedback to us.

Compliance and Complaints – We do not have any obligation to censor or review any Third-Party Content or to monitor use of the Portal. However, you agree that we may, without notice or liability, disclose to third parties any of your information, monitor your use of the Portal and monitor, review and retain any Content if we believe in good faith that such activity is reasonably necessary to provide the Portal to our users, ensure adherence to or enforce these Portal Terms, comply with any laws or regulations, respond to any allegation of illegal conduct or claimed violation of third party rights, or protect us or others. If we receive a complaint relating to use of the Portal by you, you acknowledge and agree that we may, in our sole and absolute discretion and without notice or liability, investigate the complaint, and restrict, suspend or terminate your access to the Portal, including your Account.


Proprietary Notices


Copyright Notice – The Portal and all our Content is owned and copyrighted by BPA its affiliates and/or their licensors and is licensed to you in accordance with these Portal Terms only.

Trademark Notice – The trademarks, logos, and service marks displayed on or through the Portal are the property (whether registered or unregistered) of BPA, its affiliates, their licensors or other third parties. You are not permitted to use trademarks, logos and service marks for any purpose without our prior, written consent. Except as expressly indicated on the Portal, no endorsement, sponsorship, affiliation or other authorization is implied by any use of third-party trademarks.


Acceptable Use and Prohibitions


In addition to any other terms or conditions regarding your use of the Portal in these Portal Terms, we may require you to agree to specific terms for particular services, products or areas of the Portal from time to time by confirming your agreement. Any such additional terms which you agree to will be deemed incorporated into these Portal Terms.

Proper Conduct (Things You Must Do) – Without limiting the generality of anything else contained in these Portal Terms, you must ensure that:

  1. you only use the Portal for lawful purposes; and
  2. ii. if at any time you become aware of any violation, by any person or entity under your control (or who you represent), of any part of these Portal Terms, you will immediately notify us and provide us with assistance, as requested, to stop or remedy such violation

Prohibited Conduct (Things You Must Not Do) – Without limiting the generality of anything else contained in these Portal Terms, you agree that you will not, in connection with the Portal, directly or indirectly do or permit any of the following:

  1. post, upload, reproduce, distribute or otherwise transmit any data or files that:
    1. are unauthorized or unsolicited commercial communications, junk or bulk communications or other “spam” (whether or not using e-mail services, including instant messaging, blog or comment spam) or are otherwise duplicative or unsolicited,
    2. contain a virus, cancelbot, Trojan horse, worm or other harmful, disruptive or surreptitious component, code or content,
    3. are defamatory, infringing, or unlawful,
    4. are inappropriate, profane, obscene, indecent materials or information without suitable or lawfully required access controls (which controls shall in no event be our responsibility),
    5. give rise to civil liability, or otherwise violate the rights or assist others to violate the rights of us or any third party, such violations including engaging in copyright infringement, invasion of privacy, trademark infringement or defamation,
    6. constitute a criminal offence, or otherwise engage in or assist others to engage in any criminal offence, including without limitation pyramid selling, unauthorized use of a computer, mischief in relation to data, fraud, obscenity and child pornography; or
    7. incite discrimination, hate or violence towards one person or a group because of their belonging to a race, religion, nationality, sexuality, gender or other human rights-protected group of persons;
  2. engage in threats, harassment, intimidation, stalking or abuse or any conduct that violates the legal rights of others, including the rights of minors and rights relating to privacy and publicity;
  3. scan or probe another computer system, obstruct or bypass computer identification procedures or engage in unauthorized computer or network trespass without the express permission of the owners of such computer systems;
  4. forge headers or otherwise manipulate any protocols or identifiers used in any system or protocol in such a manner to disguise the origin of any data transmitted using the Portal;
  5. impersonate or falsely represent your association with any person, including a representative of us; share your Account with any other person; permit any person who is not a Covered Individual, Covered Spouse or a Minor Dependent to use the Portal in any way;
  6. misrepresent your identity in any way;
  7. disrupt or threaten the integrity, operation or security of any service, computer or any Internet system;
  8. disable or circumvent any access control or related process or procedure established with respect to the Portal;
  9. sublicense, share, resell, reproduce, copy, distribute, redistribute, or exploit for any commercial purposes (except for your internal, personal, non-commercial purposes), any portion of, use of or access to the Portal or any of its content, except where expressly authorized by us;
  10. harvest, scrape, extract, gather, collect, or store personal information about others without their express consent; or
  11. harvest, scrape, or use any robot, spider, crawler, script or other automated means or interface not provided by us to access the Portal or to extract data, collect information or otherwise interact with the Portal.


Termination


We may, in our sole discretion, suspend, restrict or terminate your use of the Portal, including your Account, effective at any time, without notice to you, for any reason, including if the operation or efficiency of the Portal or our or any third party’s equipment or network is impaired by your use of the Portal, we have received a third party complaint which relates to your use or misuse of the Portal, or you have been or are in breach of any term or condition of these Portal Terms.

You acknowledge and agree that any breach, termination, curtailment, or suspension of these Portal Terms for any reason may result in restrictions of, disruptions to or cessation of your or third party access to your Account and you hereby agree to release us from any and all liability and claims of loss resulting from restrictions, disruptions or cessations.


Disclaimers, Limits of Liability and Indemnities


Internet-Based Limitations – Your use of the Portal depends on the Internet, including networks, cabling, facilities and equipment that is not in our control; accordingly (i) we cannot guarantee any minimum level regarding such performance, speed, reliability, availability, use or consistency, and (ii) data, messages, information or materials sent over the Internet may not be completely private, and your anonymity and security is not guaranteed, in each case under any circumstance.

Customer Acknowledgement – You acknowledge and agree that (i) all use of the Portal provided by us is at your own risk, (ii) the Content that you may access while using the Portal may contain links to other websites, which are provided solely as a convenience to you and the inclusion of any such link does not imply endorsement, investigation or verification by us of such websites or the information contained therein, and (iii) all products and services provided under these Portal Terms are provided on an “as is”. “where is” and “as available” basis.

DISCLAIMER OF WARRANTIES – WE MAKE NO CONDITIONS, WARRANTIES OR REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, USABILITY, SECURITY, QUALITY, CAPACITY, PERFORMANCE, AVAILABILITY, TIMELINESS OR ACCURACY OF THE PORTAL. WE EXPRESSLY DISCLAIM ALL CONDITIONS, WARRANTIES AND REPRESENTATIONS, EXPRESS, IMPLIED OR STATUTORY, INCLUDING IMPLIED CONDITIONS OR WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, DURABILITY, TITLE AND NON-INFRINGEMENT, WHETHER ARISING BY USAGE OF TRADE, BY COURSE OF DEALING, BY COURSE OF PERFORMANCE, AT LAW, IN EQUITY, BY STATUTE OR OTHERWISE HOWSOEVER.

No Liability – Notwithstanding any other provision of these Portal Terms, in no event will we, our affiliates, or our controlling parties (or, in each case, their respective directors, officers and employees), agents, suppliers, licensors, resellers or distributors (collectively in these disclaimers and limitations, “we” or “us”) be liable for any claims, liabilities, damages or losses of any kind whatsoever, including without limitation direct, indirect, special, incidental, consequential or punitive damages, or any other damages or losses whatsoever, including damages for loss of profits, goodwill, opportunity, earnings, use or data, arising directly or indirectly from or related to these Portal Terms or the Portal, or any Content, or software in connection therewith, regardless of the cause of action and even if one or more of us have been advised of the possibility of any such claims, liabilities, damages or losses, or if such claims, liabilities, damages or losses would be reasonably foreseeable, including, without limitation, any claims, liabilities, damages or losses arising from or in any way related to the following:

  1. sending, receiving, not sending, not receiving, loss, deletion or alteration of any transmissions, data or transactions entered into through or using the Portal;
  2. any suspension, curtailment, restriction, termination or other limitation placed on your use of the Portal, or your Account;
  3. any act or omission of you or any third party, including any threatening, defamatory, obscene, offensive or illegal conduct or any infringement of another’s rights, including intellectual property rights;
  4. the performance of the Internet or the Portal;
  5. the content or accuracy of any material, information or data (including any software) related or submitted to the, the Portal, or these Portal Terms or viewed, downloaded, accessed or transmitted using, over or through the Internet or the Portal, including material that infringes the rights of others or otherwise violates laws or regulations; and
  6. delays, errors, interruptions, mistakes, omissions, non-delivery, incorrect delivery, viruses, Trojan horses, spyware, spam or defects in the transmission of any information, material or data over or through our systems or networks or the systems or networks of third parties.

Applicability – Some jurisdictions prohibit the disclaimer of certain warranties or conditions or the limitation of certain types of liability. In such circumstances, to the extent that such prohibitions prohibit any exclusions and limitations in these Portal Terms, such exclusions and limitations will not apply to you strictly to the extent necessary to make these Portal Terms consistent with such prohibitions.

Indemnity By You – You agree to indemnify and hold us and our affiliates (as well as our respective directors, officer and employees)harmless from all liabilities, actions, proceedings, claims, causes of action, demands, debts, losses, damages, charges and costs, including reasonable legal costs, any amount paid to settle any such action, or to satisfy a judgment, and expenses of any kind and character whatsoever incurred by us relating to or arising from (i) access to or use, by you or permitted by you, of the Portal, or your Account, or (ii) any of your acts or omissions of any kind or nature, including without limitation breach or non-performance of these Portal Terms and any violation of any third party rights.


General Provisions


Interpretation – In these Portal Terms, (i) the captions and headings are for convenience only and do not constitute substantive matter and are not to be construed as interpreting the contents of these Portal Terms, (ii) the word “including”, the word “includes” and the phrase “such as”, when following a general statement or term (whether or not non-limiting language such as “without limitation” or “but not limited to” or other words of similar import are used with reference thereto), is not to be construed as limiting, and the word “or” between two or more listed matters does not imply an exclusive relationship between the matters being connected, (iii) all references to website addresses or URLs shall also include any successor or replacement websites containing substantially similar information as the referenced website(s), and (iv) any monetary amounts expressed are in Canadian dollars.

Waiver of Rights and Remedies – Our failure to insist upon or enforce strict performance of any provision of these Portal Terms will not be construed as a waiver of any provision or right. Neither the course of conduct between you and us nor trade practice shall act to modify any provision of these Portal Terms. Our rights, powers and remedies in these Portal Terms, including without limitation the right to suspend, restrict or terminate your access to any portion of the Portal, are cumulative and in addition to and not in substitution for any right, power or remedy that may be available to us at law or in equity.

Severability – If any provision of these Portal Terms is determined to be invalid or unenforceable in whole or in part, such invalidity or unenforceability will attach only to such provision or part thereof and the remaining part of such provision and all other provisions hereof will continue in full force and effect.

Notifications – Subject to our Privacy Statement, we may provide you with notifications via email, in hard copy, through your Account, or through conspicuous posting of such notice on the Portal, as we may determine in our sole discretion.

Governing Law and Jurisdiction – These Portal Terms and the rights of the parties hereto are governed by and will at all times be construed in accordance with, the laws in force in the Province of Ontario and the laws of Canada applicable therein, without reference to its conflict of laws principles. You hereby irrevocably consent to the jurisdiction of the courts in the City of Toronto in the Province of Ontario in connection with any matter arising out of or in connection with these Portal Terms.

Assignment and Inurement – We may at any time assign our rights and obligations under these Portal Terms, in whole or in part, without notice to you. You may not assign these Portal Terms without our prior, written consent. These Portal Terms will inure to the benefit of and bind you and us and our respective personal and legal representatives, successors and permitted assigns.

Survival – All provisions that, by their meaning or nature, are intended to survive termination or expiry of these Portal Terms shall survive termination or expiration of these Portal Terms.

Entire Agreement – These Portal Terms, as amended from time to time, including any and all documents, websites, rules, terms and policies referenced herein, constitutes the entire agreement between us and you with respect to the matters referred to in these Portal Terms and supersedes all prior and contemporaneous agreements and understandings, whether electronic, oral or written, between us and you with respect to such matters.

English Language – The parties have requested and agree that this agreement and all documents relating thereto be drawn up in English / Les parties ont demandé que cette convention ainsi que tous les documents qui s’y rattachent soient rédigés en anglais.

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